Goldman Sachs VALUE DRIVEN. 21st Annual Global Retailing Conference. September 3, 2014

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1 VALUE DRIVEN Goldman Sachs 21st Annual Global Retailing Conference September 3, 2014 Copyright 2014 Group 1 Automotive, Inc. All rights reserved.

2 Forward Looking Statement This presentation contains "forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as expects, anticipates, intends, plans, believes, seeks, should, foresee, may or will and similar expressions. Any such forwardlooking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key personnel. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forwardlooking statements after the date they are made, whether as a result of new information, future events or otherwise. 2 Company Overview Page 2 of 37

3 What Sets Group 1 Apart? International, Fortune 500 company with Market Cap of $2.0 Billion (period ended June 30, 2014) Third largest dealership group in the U.S. retailing approximately 250,000 new and used vehicles annually Top 10 U.S. auto retailers by revenue ($mm, FY 2013) 17,518 14,705 8,919 8,843 7,967 6,746 5,335 4,006 3,516 2,707 Committed management team with more than 100 years of automotive retailing and OEM experience AutoNation Penske Automotive Group Sonic Automotive Van Tuyl Group Hendrick Automotive Group Asbury Automotive Group Lithia Motors Larry H. Miller Group Ken Garff Automotive Group Unlike most other automotive retailers, Group 1 has no major controlling shareholder or owner Well positioned for growth Source: Automotive News Revenue ($mm) 2 nd quarter 2014 total revenue increased 7.6 percent to $2.5 billion on a year-over-year basis. $4,526 $5,509 $6,080 $7,476 $8,919 $9, LTM Jun-14 Revenue New Vehicle Used Vehicle P&S F&I 4 Geographic Footprint UNITED STATES 15 States 120 Dealerships WEST REGION 55% EAST REGION 26% U.K. England 14 Dealerships 9% New Hampshire (3) Boston Metro (7) (1) Los Angeles Metro (3) San Diego (5) WORLDWIDE: 153 Dealerships 196 Franchises 38 Collision Centers 34 Brands Note: Locations as of August 19, 2014 El Paso (3) Lubbock (6) Kansas City (4) Amarillo (1) San Antonio (3) Tulsa (4) Oklahoma City (9) Austin (4) Dallas Metro (8) Shreveport (1) Gulfport (3) Beaumont (6) Houston Metro (17) Mobile (2) New Orleans (3) Rock Hill (1) Columbia (2) Atlanta (2) Hilton Head (1) Augusta (1) Columbus (5) Pensacola / Panama City (3) ans (3 Annapolis (2) Tampa Bay Metro (1) Long Island (3) Freehold (2) Atlantic City (4) BRAZIL Sao Paulo & Parana 19 Dealerships 10% Page 3 of 37 5

4 Geographic Diversity 120% 100% 80% Geographic Diversity - 2Q14 (New Vehicle Unit Sales) U.S. West 55 % NH 3% KS 3% NJ 5% NY 3% MS FL 1% SC LA 2% 3% 1% AL 1% MD 1% TX 42% 60% U.S. 81% GA 6% 40% 20% 0% U.S. East 26% Brazil 10% U.K. 9% New Vehicle Unit Sales MA 7% OK 10% CA 12% United States-2Q14 6 Well-Balanced Brand Portfolio OTHER Brand Mix 2Q14 (New Vehicle Unit Sales) The Company s brand diversity allows it to reduce the risk of changing consumer preferences Page 4 of 37 7

5 Business Mix Comp 2Q14 New Vehicles Used Vehicles Parts & Service Finance & Insurance 2Q14 Revenue & Gross Profit 4% 12% 26% 58% 26% 42% 13% 20% 2% 15% 8% 38% 38% 16% 52% 31% 1% 10% 17% 72% 13% 35% 10% 43% 4% 11% 27% 58% 24% 41% 13% 22% Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit United States United Kingdom Brazil TOTAL Total Company Parts & Service Gross Profit Covers 85% to 95% of Total Company Fixed Costs and Parts & Service Selling Expenses 8 New Vehicles Overview New vehicle revenue ($mm) New vehicle gross profit $2,543 $3,087 $3,403 $4,291 $5,225 $5,473 Gross Profit per retail unit Total 1,842 1,916 Brazil 2,095 2, % U.K. 5.8% 2, % 2, % 5.5% 1H14 1H LTM Jun-14 U.S. 1,749 1,791 For the year ended December 31, LTM Jun-14 Revenue $2,543 $3,087 $3,403 $4,291 $5,225 $5,473 Gross profit $154 $178 $210 $247 $290 $295 New vehicles (units) 83,182 97, , , , ,444 Average price per retail unit $30,572 $31,656 $33,352 $33,381 $33,522 $33,903 Average gross profit per retail unit $1,854 $1,823 $2,062 $1,925 $1,860 $1,825 Same store sales revenue growth (24.2%) 18.7% 6.4% 16.3% 6.0% 3.6% 1 1 Same store sales growth is for YTD 2014 only Page 5 of 37 9

6 Used Vehicles Overview Used vehicle revenue ($mm) Retail used vehicle gross profit $2,372 $2,519 $2,045 14% $1,487 $1,668 14% $1,124 15% 15% 14% 86% 86% 85% 86% 85% LTM Jun-14 Gross Profit per retail unit Total $1,651 $1,714 Brazil $1,334 $985 UK 8.9% $1, % $1, % 7.3% 6.8% US $1,680 $1,765 1H14 1H13 1 Same store sales growth is for YTD 2014 only For the year ended December 31, LTM Jun-14 Retail used vehicles (units) 54,067 66,001 70,475 85,366 98, ,539 Average price per used retail vehicle $17,952 $19,258 $20,100 $20,581 $20,639 $20,865 Average gross profit per used retail vehicle $ 1,813 $ 1,742 $ 1,767 $ 1,710 $ 1,628 $ 1,599 Average gross profit per used wholesale vehicle $83 $80 $113 $56 ($4) $23 Used vehicle gross profit ($mm) $100.3 $117.7 $128.6 $148.5 $160.7 $166.8 Retail same store revenue growth (9.9%) 27.4% 7.9% 14.8% 6.0% 5.7% 1 10 Parts & Service Overview P&S revenue and gross margin ($mm) Revenue Gross margin $1,065 $1,011 $880 $723 $767 $ % 53.8% 52.3% 52.4% 52.5% 52.7% LTM Jun-14 2Q14 P&S revenue ($mm) Customer pay Warranty Wholesale Collision (incl. parts) 13% 9% 14% 13% 22% 17% 12% 21% 17% 9% 20% 20% 45% 57% 65% 52.5% 46% U.S. U.K. Brazil Total Group 1 U.S. parts and service gross profit vs. U.S. SAAR Growth by Same Store (as reported) GPI U.S. P&S gross profit ($mm) Source: LMC Automotive, Company filings U.S. SAAR (mm) 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 $150 $100 $50 $0 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 Customer Pay 2.3% 4.6% 5.2% 5.7% 2.0% 0.5% Warranty 7.8% 14.3% 7.4% 13.7% 5.2% 7.6% Wholesale 5.8% 6.7% 6.5% 4.1% 14.0% 16.6% Collision (incl. parts) 13.2% 22.1% 22.4% 10.8% 11.6% 5.2% % Growth* 5.4% 8.8% 8.0% 7.5% 6.3% 5.6% *Same store, as reported Parts & service segment provides a stable base of free cash flow through economic cycles Using Customer Management Software (CMS) and technology to improve efficiencies and closing rates Enhancing customer touch points to improve retention / attacking points of defection Leveraging scale Focusing on collision business Strategic emphasis on customer service has resulted in a streamlined competitive advantage in P&S business Page 6 of 37 11

7 Finance & Insurance Overview F&I revenue ($mm) F&I gross profit per retail unit ($) Consolidated U.S. Only $1,449 $136 $169 $196 $260 $311 $335 $1,008 $1,064 $1,165 $1,135 $1,371 $1,249 $1,215 $1,223 $1,299 $994 $1, LTM Jun YTD Jun-14 F&I profitability growth accomplished via focus on people and processes: Consolidation of lender base Consumer financing at pre-recession availability and with sub-prime financing improving Integrating compliance, training and benchmarking to offer a consistent and transparent experience for internal and external customers Proactively addressed CFPB concerns with rollout of NADA s Fair Credit Compliance Policy & Program in 2Q14, which enhances automotive lending practices F&I Penetration Rates (Actual) 2014 YTD FY10 FY11 FY12 FY13 Consol. US UK Brazil Finance 69% 70% 71% 69% 68% 73% 44% 44% VSC 35% 36% 37% 34% 33% 40% 4% 3% Gap Ins. 21% 22% 22% 22% 24% 26% 27% 0% Maintenance 8% 8% 8% 8% 8% 10% 0% 0% Sealant 12% 12% 14% 15% 17% 18% 29% 0% Gross Profit PRU $ 1,032 $ 1,135 $ 1,215 $ 1,223 $ 1,299 $ 1,449 $ 711 $ Financial Overview Page 7 of 37

8 Consolidated Financial Results Financial Results - Consolidated ($ in millions, except per share amounts) 2Q14 2Q13 Change FY14 FY13 Change Revenues $ 2,511.6 $ 2, % $ 4,772.5 $ 4, % Gross Profit $ $ % $ $ % Adj. SG&A as a % of Gross Profit (1) 73.1% 72.8% % 74.0% 60 Adusted Operating Margin (1) 3.5% 3.6% (10) 3.3% 3.5% (20) Adjusted EBITDA (1) $ 88.9 $ 82.2 $ 6.7 $ $ $ 12.0 Total Interest Expense (2) $ 22.9 $ 20.4 $ 2.5 $ 44.3 $ 39.0 $ 5.3 Adjusted Net Income (1) $ 40.0 $ % $ 71.3 $ % Adjusted Diluted EPCS (1) $ 1.47 $ % $ 2.66 $ % (1)See appendix for GAAP reconciliation. (2)Includes non-cash interest expense of $2.9 million incurred in 2Q14 and $2.7 million incurred in 2Q13,$5.7 million incurred in 2Q14 YTD, and $5.3 million incurred in 2Q13 YTD related to the Company's 2.25% and 3.00% convertible notes. 14 Financial Results by Segment Financial Results - U.S. ($ in millions) 2Q14 2Q13 Change FY14 FY13 Change Revenues $ 2,060.6 $ 1, % $ 3,895.2 $ 3, % Gross Profit $ $ % $ $ % Adj. SG&A as a % of Gross Profit (1) 71.3% 71.6% (30) 72.9% 73.1% (20) Adusted Operating Margin (1) 4.0% 4.0% - 3.8% 3.8% - Total Interest Expense (2) $ 20.2 $ 17.9 $ 2.3 $ 39.0 $ 35.3 $ 3.7 Adjusted Pretax Margin (1) 3.0% 3.0% - 2.8% 2.8% - (1)See appendix for GAAP reconciliation. (2)Includes non-cash interest expense of $2.9 million incurred in 2Q14 and $2.7 million incurred in 2Q13,$5.7 million incurred in 2Q14 YTD, and $5.3 million incurred in 2Q13 YTD related to the Company's 2.25% and 3.00% convertible notes. Page 8 of 37 15

9 Financial Results by Segment Financial Results - U.K. ($ in millions) 2Q14 2Q13 Change FY14 FY13 Change Revenues $ $ % $ $ % Gross Profit $ 29.5 $ % $ 58.3 $ % Adj. SG&A as a % of Gross Profit (1) 75.6% 78.2% (260) 76.9% 80.3% (340) Adusted Operating Margin (1) 2.5% 2.2% % 1.9% 50 Total Interest Expense $ 0.8 $ 0.7 $ 0.1 $ 1.7 $ 1.2 $ 0.5 Adjusted Pretax Margin (1) 2.2% 1.8% % 1.6% 40 (1)See appendix for GAAP reconciliation. Financial Results - Brazil ($ in millions) 2Q14 2Q13 Change FY14 FY13 Change Revenues $ $ % $ $ % Gross Profit $ 22.8 $ % $ 42.5 $ % Adj. SG&A as a % of Gross Profit (1) 95.1% 80.5% 1, % 80.4% 1,470 Adusted Operating Margin (1) 0.3% 2.0% (170) 0.3% 2.0% (170) Total Interest Expense $ 1.9 $ 1.8 $ 0.1 $ 3.6 $ 2.5 $ 1.1 Adjusted Pretax Margin (1) -0.7% 1.3% (200) -0.7% 1.2% (190) (1)See appendix for GAAP reconciliation. 16 Same Store Financial Results Same Store Financial Results - Consolidated $ in thousands Three Months Ended Six Months Ended 6/30/2014 6/30/2013 Change 6/30/2014 6/30/2013 Change Revenues: New vehicle retail sales $ 1,379,746 $ 1,339, % $ 2,493,991 $ 2,408, % Used vehicle retail sales 543, , % 1,034, , % Used vehicle wholesale sales 90,347 80, % 170, , % Total used $ 633,834 $ 601, % $ 1,204,606 $ 1,130, % Parts and service 266, , % 507, , % Finance and insurance 85,573 77, % 163, , % Total $ 2,365,558 $ 2,271, % $ 4,370,112 $ 4,163, % Gross Profit $ 347,239 $ 332, % $ 652,089 $ 622, % Page 9 of 37 17

10 Total Revenue & EPS Growth ($ in millions) $3,000 $2,500 $2,000 $1,500 $1,000 $500 Total Revenue FY10 = $5.5B FY11 = $6.1B FY12 = $7.5B FY13 = $8.9B 2, , , , , , , , , , , , , , , , , ,191.2 $0 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 $1.60 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $ FY10 = $2.59 FY11 = $3.62 FY12= $ Adjusted EPS (1) Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 (1) See appendix for Adjusted EPS reconciliation FY13= $ * CAGR calculation compares 1Q14 to 1Q10 18 Profitable Throughout Downturn $25 GPI Adj. income from continuing operations ($mm) U.S. Light Vehicle SAAR (mm) Cash for clunkers Japan earthquake and tsunami materially disrupt Toyota/Honda production and constrain dealer supply $20 $15 Collapse of Lehman, new vehicle unit sales declined 26% Toyota recall $ $ $0 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 8 ($mm) 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 Quarterly Revenue $1,134 $1,020 $1,109 $1,247 $1,150 $1,191 $1,419 $1,462 $1,438 $1,409 $1,474 $1,570 $1,626 Quarterly Adjusted EBITDA* $16 $21 $31 $42 $29 $31 $41 $45 $37 $39 $55 $54 $51 Quarterly Adjusted EBIT* $10 $15 $24 $35 $23 $24 $34 $38 $31 $33 $48 $47 $44 Quarterly Adjusted Net Income* $1 $5 $10 $17 $10 $10 $18 $19 $15 $16 $25 $24 $22 LTM Adjusted EBITDAR* $183 $163 $149 $162 $174 $183 $194 $196 $205 $213 $225 $233 $247 Total Rent-Adj. Debt 1 / Adj. EBITDAR* 5.7x 6.1x 6.4x 5.7x 5.3x 5.1x 4.8x 4.8x 4.7x 4.5x 4.2x 4.1x 3.9x 1 Total debt + 8x rent expense * See appendix for reconciliations Page 10 of 37 19

11 Balance Sheet Summary Balance Sheet Summary Balance Sheet $ in thousands As of As of 6/30/ /31/2013 Cash and cash equivalents (1) $ 21,295 $ 20,215 Contracts In Transit and vehicle receivables, net $ 210,911 $ 225,156 Inventories, net $ 1,514,274 $ 1,542,318 Total current assets $ 2,024,203 $ 1,967,938 Total assets $ 3,976,890 $ 3,819,478 Floorplan notes payable $ 1,420,989 $ 1,489,676 Offset account related to credit facility (1) $ (64,614) $ (56,198) Other current liabilities $ 456,672 $ 431,699 Total current liabilities $ 1,813,047 $ 1,865,176 Long-Term Debt, net of current maturities $ 938,575 $ 663,689 Temporary Equity $ 22,860 $ 29,094 Total stockholder's equity $ 967,070 $ 1,035,175 (1) Available cash of $85.9 million is total of cash and cash equivalents plus the U.S. offset account related to floorplan credit facility. Offset account is amount of excess cash that is used to paydown floorplan credit facility but can be immediately redrawn against inventory. Page 11 of 37 21

12 Debt Maturity Debt Maturity Slide (in millions) Maturity Date As of June 30, 2014 Available Actual Liquidity Funding Capacity Cash and cash equivalents $ 21.3 $ 21.3 Short-Term Debt Inventory Financing (1) 2018 $ 1,217.1 $ 64.6 $ 1,680.0 Other Vehicles Financing (2) Current Maturities - LTD and Short-term Financing $ ,386.9 $ 64.6 $ 1,680.0 Available Cash $ 85.9 (4) Long-Term Debt Acquisition Line of Credit (1,3) % Convertible Notes (Face: $22.5 Million) 2.25% Convertible Notes (Face: $182.8 Million) 5.00% Senior Unsecured Notes (Face: $350.0 Million) Mortgage Facility Real Estate Other Total Long-Term Debt $ Total Debt $ 2,325.5 $ $ 2, ) 2) 3) The capacity under the floorplan and acquisition tranches of our credit facility can be redesignated w ithin the overall $1.7 billion commitment. Further, the borrow ings under the acquisition tranche may be limited from time to time based upon certain debt covenants. Borrow ings w ith manufacturer affiliates for rental vehicle financing and foreign inventories not associated w ith any of the Company s domestic credit facilities. The available liquidity balance at June 30, 2014 considers the $43.2 million of letters of credit outstanding. 4) Available cash of $85.9 million is total of cash and cash equivalents plus the U.S. offset account related to floorplan credit facility. The U.S. offset account is amount of excess cash that is used to paydown floorplan credit facility but can be immediately redrawn against inventory. 22 Capital Markets Summary Page 12 of 37 23

13 Interest Rate Variability Actual Variable % Vehicle Financing $1, % Real Estate & Other Debt $ % Convertible Debt (1) $ % Senior Notes (1) $ % SWAPS (2) $ % (1) Face Value (2) SWAPS range from $450-$600 million through 2019 Primary exposure is short-term interest rate changes; key exposure is one-month LIBOR Group 1 has mitigated the majority of its risk exposure for rising interest rates through a combination of the swaps, fixed rate debt, and manufacturer floorplan assistance Manufacturer floorplan assistance offsets a portion of interest rate impact As interest rates go up, typically manufactures offer additional interest assistance to offset the variance 85.7% of variable inventory financing is eligible for floorplan assistance as used vehicle; rental and some foreign financing are not eligible for floorplan assistance Interest assistance is recognized in new vehicle gross profit, not in interest expense 24 Growth Outlook Page 13 of 37

14 Factors Driving U.S. Auto Sales Growth Age of car park exceeds 11 years above trend Financing is back to pre-recession levels Aggressive loan to value; approval rates for prime and near prime customers rising Used vehicle prices remain robust Helps consumers in terms of trade-in values; allows for more aggressive leasing Number of licensed drivers is on the rise Pent-up demand driving purchase decisions 26 U.S. SAAR United States (New Vehicle Unit Sales) Average ( ) 16.3 GPI s FY14 estimate E Source: LMC Automotive U.S. New Vehicle Unit Sales & 2014 Forecast Page 14 of 37 27

15 Acquisitions that clear return hurdles (10%-15% after-tax discounted cash flows) Return cash to stockholders Quarterly Cash Dividend is $0.17 per share Share Repurchases in 2014: 2Q14: None 1Q14: 270,054 shares at average price of $62.74 Repurchase Authorization: $54.5M remains under prior authorization of $75M Cash Prioritization 28 External Growth Opportunities Plentiful acquisition opportunities Aging franchise ownership looking for exit strategy in U.S. and Brazil Very large and extremely fragmented market in U.S. $1 trillion market (1) Top 10 groups represent approximately 8% of the market (2) Growing market in Brazil Opportunity for open points U.S. New Vehicle Unit Sales Other 94% Top 10 Dealers 6% Source: Automotive News Top 125 Dealership Groups of 2013 Page 15 of 37 29

16 Acquisition Strategy Group 1 is well positioned to take advantage of acquisition opportunities and grow scale in existing markets (U.S., U.K., and Brazil) The Company targets acquisitions that clear return hurdles (10% - 15% after tax discounted cash flow) Acquisitions (Estimated Annual Revenues) ($mm) Q 2Q $135 $20 $85 $55 $15 $225 $135 1Q $177 $650 $80 $60 $200 $150 3Q* 2Q 3Q 4Q $670 million $1.3 billion Ford U.K. Toyota / Nissan / BMW MINI / Renault / Peugeot Land Rover / Jaguar Brazil 2014 YTD, Group 1 has disposed of three franchises (Honda, Hyundai and Volvo) that generated trailing-twelve-month revenues of $115 million. *3Q14 acquisition data is quarter to date data. 30 Capital Expenditures 2014 CapEx projected to be less than $95 million Working with our manufacturer partners to limit spending Capital Expenditures Maintenance CapEx Depreciation & Amortization Expense $70 $62 $53 $69 $29 $40 $39 $16 $20 $22 $22 $23 $24 $27 $ YTD ($ in millions) Page 16 of 37 31

17 Real Estate Strategy GPI has historically leased properties but has been shifting to owning the real estate GPI views control of dealership real estate as a strong strategic asset Better flexibility and lower cost As of Jun-14, the Company owns approximately $674 million of real estate (>40% of dealership locations) financed through $360 million of mortgage debt The Company looks for opportunistic real estate acquisitions in strategic locations and markets Dealership property breakdown by region (as of Jun-14) Dealerships Geographic Location Owned Leased United States United Kingdom 9 5 Brazil Total Leased vs. owned properties Leased Owned % 68% % % 57% 58% 31% 32% 36% 40% 43% 42% Jun Return on Invested Capital Adjusted EBITDA Rent Adjusted EVA Adjusted ROIC 1 2 $290, % 10.3% 10.2% $283, % $240, $242, % $190, $140, $90, $40, $10, % $198,684 $153,603 $37,981 $44,916 $21,826 $(2,017) % 4.0% 2.0% 0.0% 1 After-Tax Income before Non-Floorplan Interest and Rent Expense - ((Total Debt + Total Equity + Capitalized Rent Expense 4 ) * WACC 3 ) 2 After-Tax Income before Non-Floorplan Interest / (Total Debt + Total Equity) 3 WACC of 7.5%, which is the mid-point of the 7-8% range estimated by GPI and external analysts 4 Rent Expense x 8 Key factors driving return on capital: Efficient balance sheet management Maximizing utilization of existing operations Acquisitions meeting strict return hurdles Dispositions strategically eliminating underperforming stores Aggressively managing capital expenditures Page 17 of 37 33

18 Conclusion Why GPI? Well-balanced portfolio (geography, business mix and brands) Profitability of different business units through the cycle Model proved itself during recession Streamlined business -- generating cash Strong balance sheet Operational growth and leverage New vehicle sales growth in U.S., Brazil and in the U.K. Anticipate used vehicle support in early 2014 with new vehicle sales growth and off-lease vehicles coming to market in U.S. Opportunity to drive growth in used vehicle, F&I and Parts & Service with process improvements in Brazil Parts & Service initiatives should drive revenue growth in U.S. Continued leverage opportunities as gross profit increases Experienced, successful and driven management team Page 18 of 37 35

19 CORE VALUES Integrity Transparency Professionalism Teamwork We conduct ourselves with the highest level of ethics both personally and professionally when we sell to and perform service for our customers without compromising our honesty We promote open and honest communication between each other and our customers We set our standards high so that we can exceed expectations and strive for perfection in everything we do We put the interest of the group first, before our individual interests, as we know that success only comes when we work together Appendix Page 19 of 37

20 Operating Management Team - Corporate Earl J. Hesterberg President and Chief Executive Officer and Director (April 2005) 35+ Years Industry Experience Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford of Europe; Gulf States Toyota; Nissan Motor Corporation in U.S.A.; Nissan Europe John C. Rickel Senior Vice President and Chief Financial Officer (December 2005) 25+ Years Industry Experience Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford Europe Darryl M. Burman Vice President and General Counsel (December 2006) 20+ Years Industry Experience Automotive-related Experience: Mergers and Acquisitions; Corporate Finance; Employment and Securities Law Epstein Becker Green Wickliff & Hall, P.C.; Fant & Burman, L.L.P. Peter C. DeLongchamps Vice President, Financial Services and Manufacturer Relations (July 2004) 30+ Years Industry Experience Manufacturer and Automotive Retailing Experience: General Motors Corporation; BMW of North America; Advantage BMW in Houston Wade D. Hubbard Vice President, Fixed Operations (May 2006) 35 Years Industry Experience Automotive Industry Experience: Gulf States Toyota; BMW North America; DaimlerChrysler Corp./Mercedes-Benz; Nissan Motor Corporation USA; Ford Motor Company Mark Iuppenlatz Vice President, Corporate Development (January 2010) 15 Years Industry Experience Automotive-related Experience: Corporate and Real Estate Development; Construction -Sonic Automotive; REIT J. Brooks O Hara Vice President, Human Resources (February 2000) 30+ Years Industry Experience Automotive Industry Experience: Gulf States Toyota 38 Operating Management Team - Field Frank Grese Jr. Regional Vice President, West Region (December 2004) 35+ Years Industry Experience Manufacturer and Automotive Retailing Experience: Ford Motor Company; Nissan Motor Corporation in U.S.A.; AutoNation; Van Tuyl Daryl Kenningham Regional Vice President, East Region (July 2011) 20+ Years Industry Experience Manufacturer and Automotive Retailing Experience: Gulf States Toyota; Nissan Motor Corporation; Ascent Automotive Ian Twinley Regional Vice President, United Kingdom (March 2007) 30+ Years Industry Experience Manufacturer and Automotive Retailing Experience: Chandlers Garage Holdings Ltd.; John Grose Group; Ford Motor Company Lincoln da Cunha Pereira Filho Regional Vice President, Brazil; Director; Chairman, UAB Motors (February 2013) 15 Years Industry Experience Automotive-related Experience: UAB Motors Participacoes S.A.; Public Auto Group; Automotive Racing Page 20 of 37 39

21 SWAPS: Interest Expense Impact ($'s in millions) INTEREST RATE SWAP LAYERS Q12 2Q12 3Q12 4Q12 Old Layers New Layer - Total Total $350 $300 $275 $425 $425 $450 $450 $550 $550 $600 $350 $200 Average Swap Balance $333 $300 $275 $317 $408 $450 $450 $550 $550 $600 $350 $200 Interest Expense (assumes 0.20% libor)- QTD $3 $3 $3 $3 $3 $3 $3 - Full Year $13 $11 $11 $11 Average Interest Rate (current layers) 4.20% 4.26% 4.37% 3.58% 2.73% 2.63% 2.63% 2.56% 2.76% 2.69% 2.77% 2.52% YTD % 40 UNITED KINGDOM England 14 Dealerships U.K. Locations Bishop s Stortford (1) Chelmsford (1) Chingford (1) Harold Wood (1) Rayleigh (1) Bracknell (1) Wokingham (1) Farnborough (2) Guildford (1) Hindhead (1) Worthing (1) Brighton (1) Hailsham (1) Page 21 of 37 41

22 Brazil Locations Group 1 is aligned with growing brands in Brazil Sao Paulo Sao Paulo Locations Sao Paulo Sao Jose dos Campos Santo Andre Sao Caetano do Sul Sao Bernardo do Campo BRAZIL Parana Parana Locations Curitiba Londrina Cascavel 19 Dealerships / 23 Franchises 4 BMW; 2 MINI; 2 Toyota; 3 Renault; 4 Nissan; 4 Peugeot; 2 Land Rover; 2 Jaguar 5 Collision Centers FY2013* new vehicle unit sales 17,100 *From the period of acquisition, February 28, 2013 through December 31, Convertibles & Reconciliations See following page(s) for information relating to convertible debt and reconciliations of items noted in slides that are contained in this presentation. Page 22 of 37 43

23 Reconciliation: Quarterly Adjusted EBIT, EBITDA, EBITDAR Three months ended, ($mm) Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Net Income from continuing operations $16 $17 ($22) ($57) $8 $10 $18 ($2) $8 $13 $19 $11 $15 $25 $21 $21 Provision for income taxes (13) (39) (2) Other interest expense, net Non-Cash asset impairment charges Mortgage debt refinance charges (Gain) Loss on real estate and dealership transactions (1) (1) (Gain) Loss of debt redemption (0) - (0) (17) (7) (1) (1) Severance costs Legal settlement Adjusted EBIT $35 $38 $23 $10 $15 $24 $35 $23 $24 $34 $38 $31 $33 $48 $47 $44 Depreciation Amortization expense Adjusted EBITDA $41 $45 $29 $16 $21 $31 $42 $29 $31 $41 $45 $37 $39 $55 $54 $51 G&A Rent Expense Adjusted EBITDAR $54 $58 $42 $29 $34 $43 $55 $41 $43 $54 $57 $50 $51 $67 $66 $63 Note: One time charges are pre-tax 44 Page 23 of 37

24 Reconciliation: Quarterly Adjusted Net Income Three months ended, ($mm) Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Net Income ($57) $8 $10 $18 ($2) $8 $13 $19 $11 $15 $25 $21 $21 Non-Cash asset impairment charges Mortgage debt refinance charges (Gain) Loss on real estate and dealership transactions - 1 (1) (1) (Gain) Loss of debt redemption (9) (4) (0) (0) Severance costs Income tax effect (2) (1) Legal Settlement Adjusted Net Income $1 $5 $10 $17 $10 $10 $18 $19 $15 $16 $25 $24 $22 Note: One time charges are after-tax 45 Page 24 of 37

25 +#,,% &'( ""./+ " " " " " " " )+#,,% &( " # # " " $% " $% $% $% " $% $% $% " $% " " $% $% "" $% $% $% " $% *+#,,% &( " # # # # # # " # # # # # # " # # # # # # " $% # # $% # # $% # # $% # # "" $""% # # "" $% # # $% # # $% $% " " " $"% $% " $% " " $"% " $% " " $% " $"% " " $"% " $"% " " "" $""% " $"% " $"% " $"% " " " $"% " " $"% " $"% " $"% " $"% "" $""% " $"% $% " " $% "" "" $% " " " $% " " $%&'( )))"* +'**',-.,)**/*,,./+"42,/,'),)("* Page 25 of 37

26 NET INCOME (LOSS) RECONCILIATION: Three Months Ended: 3/31/2010 6/30/2010 9/30/ /31/2010 3/31/2011 6/30/2011 9/30/ /31/2011 3/31/2012 6/30/2012 9/30/ /31/2012 3/31/2013 6/30/2013 9/30/ /31/2013 3/31/2014 6/30/2014 As reported $ 7,981 $ 12,769 $ 18,985 $ 10,569 $ 15,362 $ 24,683 $ 21,494 $ 20,855 $ 23,117 $ 28,625 $ 31,335 $ 17,132 $ 22,118 $ 37,388 $ 32,765 $ 21,721 $ 31,303 $ 16,862 After-tax Adjustments (1) : Non-cash asset impairment charges ,033 4, , , ,319-1,067 Mortgage debt refinance charges (Gain) loss on real estate and dealership transactions - 3,698 (761) (659) - (276) (356) (4,785) (230) - - (316) (Gain) loss on redemption of long-term debt 2, ,778 Income tax benefit related to tax elections for prior periods (810) Catastrophic events ,658-1, , ,039 Severance costs associated with restructuring activities Acquisition costs ,111 6,968 - (630) Valuation allowance for certain deferred tax assets , Accrual for pending legal matter/legal settlements Foreign transaction tax ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION: $ 10,439 $ 17,822 $ 19,257 $ 14,706 $ 15,502 $ 24,768 $ 23,803 $ 21,957 $ 23,117 $ 29,739 $ 31,335 $ 24,011 $ 29,234 $ 39,729 $ 32,866 $ 28,906 $ 31,303 $ 39,978 Adjusted net income $ 10,439 $ 17,822 $ 19,257 $ 14,706 $ 15,502 $ 24,768 $ 23,803 $ 21,957 $ 23,117 $ 29,739 $ 31,335 $ 24,011 $ 29,234 $ 39,729 $ 32,866 $ 28,906 $ 31,303 $ 39,978 Less: Adjusted earnings allocated to participating securities 597 1,000 1, ,424 1,392 1,182 1,165 1,637 1,641 1,066 1,233 1,692 1,324 1,057 1,156 1,456 Adjusted net income available to diluted common shares $ 9,842 $ 16,822 $ 18,054 $ 13,921 $ 14,584 $ 23,344 $ 22,411 $ 20,775 $ 21,952 $ 28,102 $ 29,694 $ 22,945 $ 28,001 $ 38,037 $ 31,542 $ 27,849 $ 30,147 $ 38,522 DILUTED EARNINGS (LOSS) PER SHARE RECONCILIATION: (1) Adjusted net income (2) Three Months Ended: 3/31/2010 6/30/2010 9/30/ /31/2010 3/31/2011 6/30/2011 9/30/ /31/2011 3/31/2012 6/30/2012 9/30/ /31/2012 3/31/2013 6/30/2013 9/30/ /31/2013 3/31/2014 6/30/2014 As reported $ 0.32 $ 0.52 $ 0.79 $ 0.45 $ 0.64 $ 1.03 $ 0.91 $ 0.90 $ 0.97 $ 1.20 $ 1.32 $ 0.70 $ 0.88 $ 1.43 $ 1.19 $ 0.81 $ 1.19 $ 0.62 After-tax Adjustments: Non-cash asset impairment charges Mortgage debt refinance charges (Gain) loss on real estate and dealership transactions (0.03) (0.03) - (0.01) (0.01) (0.18) (0.01) - - (0.01) (Gain) loss on redemption of long-term debt Income tax benefit related to tax elections for prior periods (0.04) Catastrophic events Severance costs associated with restructuring activities Acquisition costs (0.02) Valuation allowance for certain deferred tax assets Accrual for pending legal matter/legal settlements Foreign transaction tax Adjusted diluted income per share (2) $ 0.43 $ 0.73 $ 0.80 $ 0.62 $ 0.64 $ 1.03 $ 1.01 $ 0.94 $ 0.97 $ 1.25 $ 1.32 $ 0.99 $ 1.16 $ 1.52 $ 1.20 $ 1.08 $ 1.19 $ 1.47 Weighted average dilutive common shares outstanding 23,156 23,108 22,433 22,467 22,736 22,651 22,219 22,040 22,532 22,513 22,458 23,244 24,113 24,980 26,342 25,792 25,428 26,242 Participating Securities 1,405 1,374 1,495 1,284 1,450 1,393 1,392 1,276 1,209 1,317 1,245 1,091 1,072 1,112 1, Total weighted average shares outstanding 24,561 24,482 23,928 23,751 24,186 24,044 23,611 23,316 23,741 23,830 23,703 24,335 25,185 26,092 27,442 26,775 26,391 27,228 Refer to separate reconciliations of certain non-gaap financial measures within the respective quarterly earnings release schedules for specific tax benefit or tax provision informatio Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures (Unaudited, in thousands) (2) We believe that these adjusted financial measures are relevant and useful to investors because they provide additional information regarding the performance of our operations and improve period-to-period comparability. These measures are not measures of financial performance under GAAP. Accordingly, they should not be considered as substitutes for their unadjusted counterparts, which are prepared in accordance with GAAP. Although we find these non-gaap results useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our financial statements calculated in accordance with GAAP. Therefore, we typically use these adjusted numbers in conjunction with our GAAP results to address these limitations. Page 26 of 37

27 Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures - Consolidated (Unaudited, in millions) EBITDA RECONCILIATION: Three Months Ended June 30, Six Months Ended June 30, Net income $ 16.9 $ 37.4 $ 48.2 $ 59.5 Loss on redemption of long-term debt Other interest expense, net (1) Depreciation and amortization expense Non-cash asset impairment charges Acquisition costs Catastrophic events Net gain on real estate and dealership transactions (0.5) (8.2) (0.5) (8.8) Legal settlements Foreign transaction tax Income tax expense Adjusted EBITDA (2) $ 88.9 $ 82.2 $ $ (1) (2) Excludes Floorplan interest expense Adjusted EBITDA is defined as income (loss) plus loss on redemption of long-term debt, other interest expense, net, depreciation and amortization expense, non-cash asset impairment charges, acquisition costs, catastrophic events, net gain on real estate and dealership transactions, severance, deal costs, legal settlements, foreign transaction tax, and income tax expense (less income tax benefit). While Adjusted EBITDA should not be construed as a substitute for net income or as a better measure of liquidity than net cash provided by operating activities, which are determined in accordance with accounting principles generally accepted in the United States of America ( GAAP ), it is included in our discussion of earnings to provide additional information regarding the amount of cash our business is generating with respect to our ability to meet future debt services, capital expenditures and working capital requirements. Adjusted EBITDA should not be used as an indicator of our operating performance. Consistent with industry practices, our management utilizes Adjusted EBITDA when valuing dealership operations. This measure may not be comparable to similarly titled measures reported by other companies. The table above shows the calculation of Adjusted EBITDA and reconciles Adjusted EBITDA to the GAAP measurement income (loss) for the periods presented in the table. May not foot due to rounding Page 27 of 37

28 Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures - U.S. (Unaudited) (Dollars in thousands, except per share amounts) SG&A RECONCILIATION: Three Months Ended June 30, % Change As reported $ 227,506 $ 210, Pre-tax adjustments: Catastrophic events (1,676) (11,092) Net gain on real estate and dealership transactions 510 8,249 Legal settlements (442) - Adjusted SG&A (1) $ 225,898 $ 207, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN % Unadjusted Adjusted (1), (2) PRETAX MARGIN %: Unadjusted Adjusted (1), (3) SAME STORE SG&A RECONCILIATION: As reported $ 210,923 $ 210, Pre-tax adjustments: Catastrophic events (1,676) (11,092) Net gain on real estate and dealership transactions - (200) Legal settlements (442) - Adjusted Same Store SG&A (1) $ 208,805 $ 198, SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted Adjusted (1), (4) Page 28 of 37

29 SG&A RECONCILIATION: Six Months Ended June 30, % Change As reported $ 443,902 $ 420, Pre-tax adjustments: Acquisition costs - (5,159) Catastrophic events (1,676) (11,900) Net gain on real estate and dealership transactions 510 8,823 Legal settlements (442) - Adjusted SG&A (1) $ 442,294 $ 412, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % OF GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN %: Unadjusted Adjusted (1), (2) PRETAX MARGIN %: Unadjusted Adjusted (1), (3) SAME STORE SG&A RECONCILIATION: As reported $ 413,884 $ 410, Pre-tax adjustments: Catastrophic events (1,676) (11,900) Acquisition costs - (5,159) Net gain on real estate and dealership transactions - (200) Legal settlements (442) - Adjusted Same Store SG&A (1) $ 411,766 $ 392, SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted (1) Adjusted (1), (4) We have included certain non-gaap financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations. (2) (3) (4) Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges of $1,721 for the three and six months ended June 30, 2014, and $609 for the three and six months ended June 30, Excludes the impact of SG&A reconciling items above, as well as loss on redemption of long-term debt of $23,614 for the three and six months ended June 30, 2014, non-cash asset impairment charges of $1,721 for the three and six months ended June 30, 2014, and $609 for the three and six months ended June 30, Excludes the impact of Same Store SG&A reconciling items above, as well as non-cash asset impairment charges of $1,721 for the three and six months ended June 30, 2014, and $609 and $607 for the three and six months ended June 30, 2013, respectively. Page 29 of 37

30 Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures - U.K. (Unaudited) (Dollars in thousands, except per share amounts) SG&A RECONCILIATION: Six Months Ended June 30, % Change As reported $ 44,788 $ 34, Pre-tax adjustments: Acquisition costs - (142) Adjusted SG&A (1) $ 44,788 $ 34, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % OF GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN %: Unadjusted Adjusted (1), (2) PRETAX MARGIN %: Unadjusted Adjusted (1), (2) SAME STORE SG&A RECONCILIATION: As reported $ 41,977 $ 34, Pre-tax adjustments: Acquisition costs (142) Adjusted Same Store SG&A (1) $ 41,977 $ 34, SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted Adjusted (1), (2) (1) (2) We have included certain non-gaap financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations. Excludes the impact of SG&A reconciling items above. Page 30 of 37

31 Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures - Brazil (Unaudited) (Dollars in thousands) SG&A RECONCILIATION: Three Months Ended June 30, % Change As reported $ 22,148 $ 21, Pre-tax adjustments: Foreign transaction tax (416) - Adjusted SG&A (1) $ 21,732 $ 21,769 (0.2) SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN % Unadjusted Adjusted (1), (2) PRETAX MARGIN %: Unadjusted (0.9) 1.3 Adjusted (1), (3) (0.7) 1.3 SAME STORE SG&A RECONCILIATION: As reported $ 21,907 $ 21, Pre-tax adjustments: Foreign transaction tax (416) Adjusted Same Store SG&A (1) $ 21,491 $ 21,769 (1.3) SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted (0.1) 2.0 Adjusted (1), (2) Page 31 of 37

32 SG&A RECONCILIATION: Six Months Ended June 30, (4) % Change As reported $ 40,838 $ 29, Pre-tax adjustments: Acquisition costs - (1,211) Foreign transaction tax (416) - Adjusted SG&A (1) $ 40,422 $ 28, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % OF GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN %: Unadjusted Adjusted (1), (2) PRETAX MARGIN %: Unadjusted (0.8) 0.6 Adjusted (1), (3) (0.7) 1.2 SAME STORE SG&A RECONCILIATION: As reported $ 27,622 $ 29,682 (6.9) Pre-tax adjustments: Acquisition costs (1,211) Foreign transaction tax (416) Adjusted Same Store SG&A (1) $ 27,206 $ 28,471 (4.4) SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted 1.6 (1) (2) (3) (4) Adjusted (1), (2) We have included certain non-gaap financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations. Excludes the impact of SG&A reconciling items above. Excludes the impact of SG&A reconciling items above, as well as the other expense, net of $789, for the period from the date of acquisition (February 28, 2013) through June 30, Results are for the period from the date of acquisition through June 30, Page 32 of 37

33 Group 1 Automotive, Inc. Reconciliation of Certain Non-GAAP Financial Measures - Consolidated (Unaudited) (Dollars in thousands, except per share amounts) NET INCOME RECONCILIATION: Three Months Ended June 30, % Change As reported $ 16,862 $ 37,388 (54.9) After-tax adjustments: Catastrophic events (6) 1,039 6,757 Net gain on real estate and dealership transactions (7) (316) (4,785) Non-cash asset impairment charges (8) 1, Loss on redemption of long-term debt (9) 20,778 Legal settlements (10) 274 Foreign transaction tax (11) 274 Adjusted net income (1) $ 39,978 $ 39, ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION: Adjusted net income $ 39,978 $ 39, Less: Adjusted earnings allocated to participating securities $ 1,456 $ 1,692 (13.9) Adjusted net income available to diluted common shares $ 38,522 $ 38, DILUTED INCOME PER COMMON SHARE RECONCILIATION: As reported $ 0.62 $ 1.43 (56.6) After-tax adjustments: Catastrophic events Net gain on real estate and dealership transactions (0.01) (0.18) Non-cash asset impairment charges Loss on redemption of long-term debt Legal settlements Foreign transaction tax Adjusted diluted income per share (1) $ 1.47 $ 1.52 (3.3) SG&A RECONCILIATION: As reported $ 271,970 $ 251, Pre-tax adjustments: Catastrophic events (1,676) (11,092) Net gain on real estate and dealership transactions 510 8,249 Legal settlements (442) - Foreign transaction tax (416) - Adjusted SG&A (1) $ 269,946 $ 248, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN % Unadjusted Adjusted (1),(2) PRETAX MARGIN %: Unadjusted Adjusted (1),(3) Page 33 of 37

34 SAME STORE SG&A RECONCILIATION: As reported $ 255,146 $ 250, Pre-tax adjustments: Catastrophic events (1,676) (11,092) Net gain on real estate and dealership transactions (200) Legal settlements (442) Foreign transaction tax (416) Adjusted Same Store SG&A (1) $ 252,612 $ 239, SAME STORE SG&A AS % REVENUES: Unadjusted Adjusted (1) SAME STORE SG&A AS % GROSS PROFIT: Unadjusted Adjusted (1) SAME STORE OPERATING MARGIN %: Unadjusted Adjusted (1) Page 34 of 37

35 NET INCOME RECONCILIATION: Six Months Ended June 30, % Change As reported $ 48,165 $ 59,506 (19.1) After-tax adjustments: Acquisition costs (5) - 6,968 Catastrophic events (6) 1,039 7,261 Net gain on real estate and dealership transactions (7) (316) (5,141) Non-cash asset impairment charges (8) 1, Loss on redemption of long-term debt (9) 20,778 - Legal settlements (10) Foreign transaction tax (11) Adjusted net income (1) $ 71,281 $ 68, ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION: Adjusted net income $ 71,281 $ 68, Less: Adjusted earnings allocated to participating securities $ 2,613 $ 2,925 (10.7) Adjusted net income available to diluted common shares $ 68,668 $ 66, DILUTED INCOME PER COMMON SHARE RECONCILIATION: As reported $ 1.80 $ 2.32 (22.4) After-tax adjustments: Acquisition costs Catastrophic events Net gain on real estate and dealership transactions (0.01) (0.19) Non-cash asset impairment charges Loss on redemption of long-term debt Legal settlements Foreign transaction tax Adjusted diluted income per share (1) $ 2.66 $ 2.69 (1.12) SG&A RECONCILIATION: As reported $ 529,528 $ 484, Pre-tax adjustments: Acquisition costs (6,512) Catastrophic events (1,676) (11,900) Net gain on real estate and dealership transactions 510 8,823 Legal settlements (442) Foreign transaction tax (416) Adjusted SG&A (1) $ 527,504 $ 475, SG&A AS % REVENUES: Unadjusted Adjusted (1) SG&A AS % OF GROSS PROFIT: Unadjusted Adjusted (1) OPERATING MARGIN %: Unadjusted Adjusted (1),(2) PRETAX MARGIN %: Unadjusted Adjusted (1),(3) Page 35 of 37